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EXHIBIT 10.20
MATERIAL IN THIS DOCUMENT HAS BEEN
OMITTED PURSUANT TO A CONFIDENTIAL
TREATMENT REQUEST. THE OMITTED MATERIAL
HAS BEEN FILED SEPARATELY
WITH THE COMMISSION.
FIRST AMENDMENT AGREEMENT
TO
PALLADIUM SALES AGREEMENT
THIS FIRST AMENDMENT AGREEMENT (this "Amendment"), is made and entered
into this 27th day of October, 2000, by and between STILLWATER MINING COMPANY, a
Delaware corporation, whose address is 0000 00xx Xxxxxx, Xxxxx 000, Xxxxxx,
Xxxxxxxx ("SMC") and FORD MOTOR COMPANY, a Delaware corporation, whose address
is 00000 Xxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxx ("Ford").
SMC and Ford are parties to a Palladium Sales Agreement dated as of
August 13, 1998 (the "Original Contract," and, as the same may be amended from
time to time, the "Agreement"). SMC has requested that Ford agree to certain
amendments to the Agreement, and Ford has agreed to such request, subject to the
terms and conditions hereof.
Accordingly, the parties hereto agree as follows:
SECTION 1 Definitions; Interpretation.
(a) Terms Defined in Agreement. All capitalized terms used in this
Amendment and not otherwise defined herein shall have the meanings assigned to
them in the Agreement.
(b) Interpretation. Headings in this Amendment are for convenience of
reference only and are not part of the substance hereof.
SECTION 2 Amendments to the Agreement.
(a) Amendments. The Agreement shall be amended as follows, effective as
of January 1, 2001, upon satisfaction of the conditions set forth in Section 3:
(i) The title of the Agreement shall be amended by deleting the
phrase, "PALLADIUM SALES AGREEMENT" in the title line and in the first line
of the Agreement and by substituting the phrase, "PALLADIUM AND PLATINUM
SALES AGREEMENT" therefor.
(ii) The RECITAL shall be amended by deleting it in its entirety
and by substituting the following therefor:
"RECITAL
Ford and SMC are interested in entering into an arrangement by
this Agreement whereby SMC will supply Ford certain agreed upon amounts
of palladium sponge, .9995 purity and platinum sponge, .9995 purity."
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(iii) The definition of [ *** ] in Section 1 of
the Agreement shall be amended by deleting it in its entirety and by
substituting the following therefor:
[***]
(iv) The definition of "Confidentiality Agreement" in Section 1
of the Agreement shall be amended by deleting it in its entirety and by
substituting the following therefor:
"Confidentiality Agreement means that certain Confidentiality
Agreement, dated as of a date current with the Original Contract and
extended as of the date of the First Amendment Agreement to the
Original Contract, by and between SMC and Ford."
(v) The definition of "Metal" in Section 1 of the Agreement shall
be amended by deleting it in its entirety and by substituting the following
therefor:
"Metal means the Palladium or Platinum, as the context requires,
to be sold under this Agreement."
(vi) Section 1 of the Agreement shall be amended by inserting
after the definition of "Palladium" and before the definition of "Pricing
Day" a definition of "Platinum" which shall read as follows:
"Platinum means refined platinum in sponge form with .9995
minimum purity."
(vii) The definition of [ *** ] in Section 1 of the
Agreement shall be amended by deleting it in its entirety and by
substituting the following therefor:
[***]
(viii) Section 2 of the Agreement shall be amended by deleting it
in its entirety and by substituting the following therefor:
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"Section 2. Term. This Agreement shall have a term from January
1, 1999, through and including December 31, 2010. This Agreement is
subject to extension pursuant to Section 3(a)(i) of this Agreement and
to earlier termination pursuant to Section 9 of this Agreement."
(ix) Section 3 of the Agreement shall be amended by deleting
subsection (a) thereof in its entirety and by substituting the following
therefor:
"(a)(i) Palladium. During each of the Contract Years from and
including 2001 through and including 2003, SMC will sell and deliver
and Ford will purchase on a monthly basis [***] of Actual Monthly
Production of Palladium. During each of the Contract Years from and
including 2004, and continuing thereafter until such time as SMC
notifies Ford that SMC's obligations to deliver Palladium to other
customers of SMC have been satisfied, SMC will sell and deliver and
Ford will purchase on a monthly basis [***] of Actual Monthly
Production of Palladium. [***]
(a)(ii) Platinum. During each of the Contract Years from and
including 2001 through and including 2010, SMC will sell and deliver
and Ford
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will purchase on a monthly basis [***] of Actual Monthly Production of
Platinum. The parties acknowledge that the Actual Monthly Production of
Platinum will vary from time to time."
(x) Section 3 of the Agreement shall be amended by deleting
subsection (b) thereof in its entirety and by substituting the following
therefor:
[***]
(xi) Section 3 of the Agreement shall be amended by inserting new
subsections (e) and (f) at the end thereof which shall read as follows:
[***]
[***]
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(xii) Section 4 of the Agreement shall be amended by deleting
such section in its entirety and by substituting the following therefor:
"Pricing. (a) Palladium. During each Contract Year, the price to
be paid to SMC by Ford for the actual quantities of Palladium delivered
pursuant to Section 3 above shall be based on the [ *** ]
for the Pricing Month less a discount per Ounce as set forth in the
table below opposite such Contract Year. [***]
Contract Minimum Ceiling
Year Price Price Discount
-------- ------- ------- --------
2001 [***] [***] [***]
2002 [***] [***] [***]
2003 [***] [***] [***]
2004 [***] [***] [***]
2005 [***] [***] [***]
2006 [***] [***] [***]
2007 [***] [***] [***]
2008 [***] [***] [***]
2009 [***] [***] [***]
2010 [***] [***] [***]
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(b) Platinum. During each Contract Year, the price to be paid to
SMC by Ford for the actual quantities of Platinum delivered pursuant to
Section 3 above shall be based on the [ *** ] for the
Pricing Month less a discount per Ounce as set forth in the table below
opposite such Contract Year. [***]
Contract Minimum Ceiling
Year Price Price Discount
-------- ------- ------- --------
2001 [***] [***} [***]
2002 [***] [***} [***]
2003 [***] [***} [***]
2004 [***] [***} [***]
2005 [***] [***} [***]
2006 [***] [***} [***]
2007 [***] [***} [***]
2008 [***] [***} [***]
2009 [***] [***} [***]
2010 [***] [***} [***]
(xiii) Section 9 of the Agreement shall be amended by deleting
the date "December 31, 2003" from the twenty-eighth through twenty-ninth
lines thereof and by substituting the date "December 31, 2010" therefor.
(xiv) Section 17 of the Agreement shall be amended by deleting
the address of SMC therefrom and by substituting the following therefor:
"Stillwater Mining Company
0000 00xx Xxxxxx, Xxxxx 000
Xxxxxx, Xxxxxxxx 00000
Attention: Vice President of Metals Marketing
with a copy to: Chief Financial Officer
Facsimile No.: (000) 000-0000
and with a copy to: Xx. Xxxxx Xxxxxxx
Facsimile No.: (000) 000-0000"
(b) References Within Agreement. Each reference in the Agreement to
"this Agreement" and the words "hereof," "herein," "hereunder," or words of like
import, shall mean and be a reference to the Agreement as amended by this
Amendment.
SECTION 3 Conditions of Effectiveness. The effectiveness of Section 2
of this Amendment shall be subject to the satisfaction of each of the following
conditions precedent:
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(a) Agreement. SMC and Ford shall have each received a signed
counterpart of this Amendment, or a facsimile copy thereof, signed by the other
party hereto.
SECTION 4 Miscellaneous.
(a) Agreement Otherwise Not Affected. Except as expressly amended
pursuant hereto, the Agreement shall remain unchanged and in full force and
effect and is hereby ratified and confirmed in all respects.
(b) No Reliance. Each party hereto hereby acknowledges and confirms to
the other that such party is executing this Amendment on the basis of its own
investigation and for its own reasons without reliance upon any agreement,
representation, understanding or communication by or on behalf of any other
Person.
(c) Binding Effect. This Amendment shall be binding upon, inure to the
benefit of and be enforceable by each party hereto and their respective
successors and assigns.
(d) Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK UPON THE SAME TERMS AND
CONDITIONS AS THOSE SET FORTH IN SECTION 26 OF THE AGREEMENT.
(e) Complete Agreement; Amendments. This Amendment contains the entire
and exclusive agreement of the parties hereto with reference to the matters
discussed herein and therein. This Amendment supersedes all prior commitments,
drafts, communications, discussions and understandings, oral or written, with
respect thereto. This Amendment may not be modified, amended or otherwise
altered except in accordance with the terms of Section 24 of the Agreement.
(f) Severability. Whenever possible, each provision of this Amendment
shall be interpreted in such manner as to be effective and valid under all
applicable laws and regulations. If, however, any provision of this Amendment
shall be prohibited by or invalid under any such law or regulation in any
jurisdiction, it shall, as to such jurisdiction, be deemed modified to conform
to the minimum requirements of such law or regulation, or, if for any reason it
is not deemed so modified, it shall be ineffective and invalid only to the
extent of such prohibition or invalidity without affecting the remaining
provisions of this Amendment, or the validity or effectiveness of such provision
in any other jurisdiction.
(g) Counterparts. This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute but one and the same agreement.
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IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment, as of the date first above written.
STILLWATER MINING COMPANY
By /s/ Xxxxxxx X. Xxxxxxx
-------------------------------
Name: Xxxxxxx X. Xxxxxxx
Title: Chief Executive Officer
By /s/ Xxxxxx X. Xxxxxx
-------------------------------
Name: Xxxxxx X. Xxxxxx
Title: Vice President of Metals
Marketing
FORD MOTOR COMPANY
By /s/ Xxxx Xxxxx
-------------------------------
Name: Xxxx Xxxxx
Title: Executive Director-MPD
Purchasing
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